You Make Me Want to Change
by MidnightandDiamonds
Summary: ' "I can't let you die…" Katherine said quietly, pleading with Nick to just let her do whatever needed to be done and get them both out of there alive. They'd deal with the consequences later.' Unlikely series 3 finale situation. Katherine and Nick are put in an impossible situation by Mary, one that forces them to realise exactly how far they'd go for one another (Nick/Katherine).


_Hello again!_ _A couple of things I just want to mention, whilst this isn't how I expect the series finale will actually go, a lot of it is based on evidence we've been given in previous episodes so it's always possible that spoilers - including those from previews of next week's episode - could be present. This is also assumed to take place after everyone discovers that Katherine is using nanobots, as such this could be paired as a follow up to my last fic 'Save You the Darkness' but there isn't any connection between the two (Other than a few accidental parallels I didn't notice until the proofread.)_

 _Last thing, notice that the rating for this one is T. I just wanted to err on the side of caution because - without spoiling it - this is a sad one guys so just be warned. Like 90% of my decision-making process for this was 'How can I make this hurt more?' so..._

 _Title from Say It by Flume ft Tove Lo (Illenium Remix)_

 _I hope you enjoy!_

* * *

Katherine wasn't sure how long it had been since Eve had carried an unconscious Will out of the building. They'd been cornered by a small group of childbots, forcing Will to use the energy from his nanobots to stop them again - except this time the childbots had been exponentially stronger under Mary's omnipotent influence. Will's body just hadn't been able to cope, dispelling the amount of energy that had been needed to bring them down had left him devoid of any energy to keep him standing. He was fine Eve had assured them, but he'd be in a coma-like state for a few hours.

They'd tried to escape, all of them, but Eve's effortless speed meant that she made it out with Will just before a second group of childbots intercepted them. Katherine and Nick were forced to run back. The building was huge - labyrinthine in complexity - and they'd gotten separated fairly quickly by a series of doors that certainly weren't locking and unlocking of their own accord. Katherine was being herded towards something.

Or rather, some _one_.

"Hello, Katherine." That voice still sent a shiver down her spine every time she heard it.

Katherine found herself in a small room, with a large computer setup occupying the entire back wall – ominously a table covered in a white sheet was placed next to it, resting against its perpendicular wall. Predictably, the door behind her had locked shut as soon as she'd entered the room, directly opposite her however an identical door closed – without the tell-tale locking sound.

In front of it stood Mary Douglas herself. Of course.

"This is getting to be a regular occurrence, Mary. You, me, a locked room. At least this time there doesn't appear to be a bomb in sight, although it would be dreadful of you to forego your personal branding just for my sake."

"Well, I'd hate to disappoint…" Right on cue, Mary pulled what looked suspiciously like a remote detonator out from her pocket. Katherine sighed in disbelief at Mary's uninspired plan.

"Are we really going to do this again? It didn't work the last two times you tried to blow me up, why should it work now?"

"Oh, no dear. This isn't quite a bomb and it certainly isn't for you." Mary reached into her pocket again with the other hand, pulling out a short-range EMP – one of PRICE's it seemed, but heavily modified. "This is for you; quite painful I'm assured. Especially for someone in your… condition. You wouldn't get the luxury of a quick death, you'd feel every single cell in your body dying as the nanobots shut down. Wonderful little piece of technology, isn't it?" Mary gazed at the modified EMP in her hand in wonder, as if seeing it for the first time; her truly staggering capacity for arrogance never failed it seemed.

Katherine felt a tight coil of fear start to unravel in her chest but pushed it down almost instantly, maintaining an unimpressed façade; she'd never given in to Mary's mind games before and she sure as hell wasn't about to start now.

"This?" she paused, gesturing to the detonator. "This is for Nick, if you don't do exactly as I say."

 _Oh._

The door behind Mary opened again, revealing a frantic-looking Nick in the clutches of the childbots - all ten of them, ready and waiting to shock him if he did something they didn't like.

"I've had the childbots implant Nick with a small but very powerful electrical device. If you so much as look like you're going to disobey me, I send an electrical charge through his body so powerful it'll instantly rupture the blood vessels in his heart."

 _Oh God._

 _She could see the metal implant glinting in the light on his lower arm._

Katherine couldn't take her eyes away from Nick's equally terrified gaze. Her breaths were threatening to choke her, the panic rushing through her at the thought of being forced to watch Nick die.

 _This can't be happening…_

Katherine tried to steady herself, ensuring that her voice came out as smoothly as possible – she wasn't going to give _that woman_ the satisfaction of seeing her break – but she couldn't bear to look at Nick as she prepared to speak, so turned her attention back to Mary .

"What do you want me to do?" Katherine asked, trying to sound as certain as she could.

"Katherine, you can't give her what she wants!" Nick shouted, taking a step forward as if to try and stop whatever was about to happen – ever the selfless idiot. The childbots immediately moved threateningly into position, preparing to attack him if he moved again.

"Quiet!" Mary ordered, she wasn't going to risk letting Nick talk Katherine out it. Her gaze travelled back to Nick, hoping that if he looked into her eyes – saw the emotion on her face – he'd stop.

"I can't let you die…" Katherine said quietly, pleading with Nick to just let her do whatever needed to be done and get them both out of there alive. They'd deal with the consequences later.

"Good girl." Mary's gleeful taunt turned Katherine's fear into burning anger - sudden and raging.

 _How dare she?_

"Don't patronize me." Katherine snapped back, she had the urge to slap that smug smile off Mary's face but she was well aware that would make the situation infinitely worse - she did have some restraint.

Mary didn't reply to that, just kept smiling – _watching_ _her_. Ever since her unfortunate return Mary's face somehow seemed more static – unblinking - as if she was staring straight into your soul and tearing it apart. Katherine had never felt so unsettled as she did in that moment…

Then suddenly it was over, Mary seemed to animate again as she turned and walked to the far side of the room towards the covered table – turning her back on both Katherine and Nick. She certainly had some nerve - assuming that they wouldn't try something behind her back – she even felt safe enough to put the EMP back in her pocket. Mary knew she had them right where she wanted them and God did that irritate Katherine to no end.

"I seem to be having some… issues, with KT." Mary unceremoniously pulled back the sheet, revealing KT's prone, utterly lifeless body.

"Ever since the incident with Cain she's been becoming unresponsive, until today when she shut down entirely. I've tried everything to reactivate her but, as you can see, nothing has worked." Seeing her own creation so helpless – so empty – was unexpectedly poignant. Somehow it seemed like a metaphor for Katherine herself.

"Surely you don't need her anymore, why go to all this trouble?" _Just leave her in peace. I never wanted this for her, any of it. You corrupted her, made her kill someone. Just let her go._

"Well I wouldn't want to give up anything I can so easily use to manipulate you, would I Katherine? You are her mother after all." Katherine knew that Mary was just avoiding the question, trying to stop her from discovering the real reason she needed KT alive so badly. It didn't stop it from hurting though.

"After everything you've done to her? No, I'm not. You made sure the only mother she knew was you." Katherine had never admitted how she felt about KT out loud – in the end she hadn't had to, Eve had seen right through her, but KT wasn't hers anymore. She hadn't been for a long time now.

"Thank you for that by the way, I'm glad my plan to destroy her before she was activated failed. KT has been very useful to me. She still can be useful to me, but with Will apparently out of commission I need you to bring her back to life – do that and I'll deactivate the implant and let Nick go."

"What are you talking about? If you can't bring her back, why should I be able to? Has the great and powerful Mary Douglas lost her touch?" Mary's transformation had changed a lot of things about her, but Katherine highly doubted that making her impotent was one of them.

"Your nanobots. They came from a hidden Calimov subsidiary did they not?" A twinge of dread pulsed through her; Katherine could feel the hairs standing up on her arms, worried where this conversation was going. There was no point lying, Mary seemed to know everything – just like she always did.

"Well… Yes." Mary didn't reply straight away - basking in the knowledge that she'd bested her once again or simply for effect, Katherine couldn't be sure (Knowing Mary's penchant for being overdramatic, probably both).

Seconds passed and Mary drew closer again, the intensity of her eyes boring into Katherine's skull like they had before. _This wasn't going to end well, was it._

"I never shut down Project Aurora, I just moved it to a more suitable location for what I needed – I gave it a whole new identity, infiltrated Calimov to keep its funding sustainable and kept its true purpose hidden even from you. Not a bad day's work I'd say."

 _She couldn't mean…. Could she?_

"You have the blue spark Katherine, albeit less refined than Will's – a lot of data was lost when we made the transition - but it seems you just haven't activated it yet."

After everything, Mary was still controlling her.

Katherine was struggling to process everything; she'd saved herself after Mary had nearly killed her, she had brought herself back from that. At least she thought she had, but still Mary's influence was everywhere.

In her confusion Katherine hadn't noticed Mary stalking towards her even further…

"I wonder what it would take to force it out of you." The sound of Mary's voice so suddenly close, as if being whispered in her ear, had Katherine stumbling back slightly.

"Get away from her! If you touch her, I swear I'll make sure you don't last long enough to see KT again." Nick threatened, Katherine was surprised that he would try and protect her like that. She was also surprised at realising how _ridiculously idiotic_ that man was – he was lucky Mary hadn't done more than jeer and intimidate.

Mary spun on her heel, her head tilting in amusement at Nick's audacity.

"My my, I never thought Nick Clarke would be one for threats. She's really got you wrapped around her little finger, hasn't she?" Katherine could see that Nick was gearing up to retort, so she made sure she cut him off before he could say anything more.

"Do shut up Nick, before you get yourself killed!" The reminder of his predicament seemed to silence him again, favouring to furiously glare at Mary instead. Katherine was quietly proud of him for that.

"You should listen to her Nick, if you ever want to see your family again that is." Mary waved the detonator towards him, indicating how she still had his life quite literally in her hands.

As if to test him, Mary stalked back towards Katherine – her eyes insidiously glancing round to Nick again - and violently grabbed her wrist. The unexpected firm sting of Mary's nails digging into the thin skin of her wrist had Katherine hissing in pain, her eyes instantly flying to Nick's to ensure he didn't do anything stupid.

Nick's sharp intake of breath and the tenseness of his body showed his reaction clearly enough, but he stayed put and said nothing – he wouldn't allow Mary to get a rise out of him again, just as Katherine hadn't either.

Mary proceeded to drag Katherine towards KT as Nick watched on in terse fury, the childbots turning mechanically to follow the movement cross the room – as if in anticipation of whether or not their sister robot would be reactivated.

"Now, you better hope you can trigger your blue spark. I'd hate to have to prematurely end our dear Doctor Clarke, truly I would." Mary warned, forcing Katherine the final few steps forward whilst she stood back.

Katherine tentatively brought her hand up to rest on that of her creation, feeling a distinct sense of… nothing. No power stirred beneath her skin, all she felt was as mild sense of sorrow for the lost potential in front of her.

Katherine couldn't afford to feel nothing; she _had_ to bring KT back. She tried to concentrate on the nanobots flowing within her, bringing her other hand up to rest on the top of KT's head to try and form more of a 'connection'. Katherine tried to summon up every ounce of emotion she could – that was how Will had activated his blue spark fully, she'd been informed. She feared it wouldn't be enough.

How she'd felt when KT had first been created, when she'd started interacting with KT after going back to Calimov, it was all tainted by Mary's interference. Katherine saw KT – the greatest of her creations – and all she felt was the fear and the indescribable pain Mary had caused her.

There was nothing left there but the desire for it to just _end._

It just wasn't working. Mary's echoic sigh meant she could clearly see that, so of course her next move was to raise the stakes - to 'force it out' of Katherine, as she'd said she would.

"Bring him here. Now." Mary ordered the childbots, Katherine spun around just in time to see Nick being forced forward to the centre of the room and pushed to his knees in front of Mary. The panic in Katherine's chest flared white hot, the sight of Nick being compelled to submit to Mary made her feel sick.

"Alright then, here's the plan. You have ten seconds to reactivate KT or it's 'Bye Bye Doctor Clarke'. Understand?"

Ten seconds.

 _She couldn't do it in ten seconds!_

 _She had to._

All the breath left Katherine's body when she saw the look of fear on Nick's face, it was enough to make the reality of the situation hammer violently into her head.

…She didn't know what to do.

"Ten."

The moment Mary started counting down Katherine reactively jolted into action, focusing all her concentration onto KT.

"Nine."

Katherine felt nothing but boiling panic.

"Eight."

Please. Please KT. Wake up.

"Seven."

All Katherine could feel was the shudder of her heart every time a second passed.

"Six."

What was she supposed to do?

"Five."

 _Come on! Please…_

"Four."

Nick was going to die. He was going to die and it would be Katherine's fault.

"Three."

Her heart was beating so fast; her eyes stung with panicked tears that she refused to shed. She stifled a sob in her throat – she couldn't summon the blue spark, KT wouldn't come back online. _Nick would die._ Everything just kept piling up on top of her, so much emotion and _none of it was working!_

"Two."

Then she felt it. A rushing, throbbing energy in every inch of her body. It just kept building and building, as if in time with the weight of her emotion and the situation. Something about it heightened every sense and every feeling in an overwhelming, uncontrollable way.

"One."

Katherine made the decision in a heartbeat.

With a rage-induced scream she flung around, directing the energy that exploded out of her towards Mary and the childbots.

The pain of it was almost cancelled out by the feeling of total, incomprehensible power she felt in that single moment. _It was incredible._

In an instant it was over. Enough power had been left in reserve to allow the nanobots to keep her alive and her skin clear of the burns that would have covered her otherwise, but she felt unimaginably weak. It was as if she couldn't even feel her body anymore.

Katherine's legs couldn't support her and she could vaguely register a falling sensation, before she distortedly heard someone shout her name followed by a steadying arm that kept her upright. It took her a few seconds to regain any semblance of cognition, but when she did she realised it was Nick who had rushed to stop her from crumbling to the ground.

It was another few moments of panic that Nick had disobeyed Mary's orders before she realised that all the childbots were laying completely inactive – taken out by Katherine's actions. Eyes travelling further across the room, she saw it.

Mary was as inactive as the childbots. Katherine had stopped all of them.

"Katherine, Katherine! Look at me." Nick shouting her name finally drew her attention, she felt everything come back to her more distinctly. Her senses sharpened again, her thought process making more sense.

Nick brought a hand up to her face so he could more easily guide her movement, checking for signs that she was otherwise hurt or at risk of passing out. The sharp grey of metal in front of her eyes told her that despite everything else, she'd missed the implant on his arm. It was still intact.

"We have to get out of here, before they come back online." Nick insisted, trying to guide her towards the door – they nearly made it out of the room, her disorientation making her more pliable, but Katherine fought back as much as she could against his grip.

"I can't. The implant, it's still active." She stated, pulling away from him. "But you have to go, they'll wake up soon and when they do they won't hesitate to kill us both. I'll stay here and deactivate the implant, then follow you as soon as it's done."

"Katherine, don't be ridiculous. I am not leaving without you, I've done that once before and I didn't much like the outcome." Nick asserted, referring to the explosion that had nearly killed her. Strangely she'd never blamed him for leaving that day, for taking Rebecca and getting as far away from the building as they could. It had worked out for the best in the end anyway, she didn't want to think about how different things would have been if Nick was there when the bomb went off...

Katherine attempt to push him out the door but he was stubbornly staying in place; she would have appreciated his need to make sure she was safe, if it weren't for the fact that she thought he was being completely inane in his refusal to get himself to safety first. Then again, Nick was always putting everybody else first – that was just the sort of person he was.

There were rare occasions where she – God forbid – found herself wishing that she were a little more like Nick in that respect. Maybe her life would have had a better outcome, maybe a worse one – she didn't know.

On reflection, the rapidly intense desire to protect him made her wonder if she was already more like Nick than she'd thought.

 _Huh. Imagine that._

"Nick, would you just listen to me _for once_?" Katherine berated, she was prepared to continue arguing with him until she irritated him enough to leave, but was interrupted before she had a chance.

"Yeah Nick, I told you to listen to her. She's a clever woman." Mary's slurred voice penetrated the air. The two of them turned to where Mary was still – to their relief - incapacitated on the floor, it seemed she'd regained consciousness but not control of her larger motor functions ( _Yet…_ ). The childbots were still, thankfully, unmoving but there was no way to tell for how long.

Mary's presence spurred Katherine even further to insist that Nick left - found his family and kept them all out of Mary's reach.

"Nick I told you to go, so just do it." Katherine hoped that, perhaps, taking her usual authoritative stance on the situation would be enough.

"And I told you that I am not leaving here without you!" Clearly not. Plan B it was then.

"Do I have to spell it out for you? You have people out there waiting for you. People who care about you and who need you. I'm not going to risk letting you die here when the obvious choice to stay is me. You have people who love you Nick, I don't!"

Nick's face contorted into a strange expression at that, as if he'd just had the most painful realisation of his life. He seemed be trying to understand what he was thinking, allowing the silence between them to sink in for longer than Katherine would have liked until finally he was ready.

" _I_ love you."

 _Oh. That was… not what she'd expected_

To say her heart didn't skip a beat would have been a lie – one she would have been happy to tell given the circumstances of his revelation. She refused to believe him, at least for now; if she believed him it would hurt more – she couldn't afford for it to hurt more, now right now, not yet…

"No you don't, you're just afraid lose me." Katherine tried to counter, but Nick was having none of it.

"Is there a difference?" That truly was the question, wasn't it? The entire reason Katherine was doing this was because she was afraid to lose him, afraid of the repercussions to everyone outside of that building if he didn't make it out alive – especially if she did.

But she couldn't tell him that, could she? She had to get Nick away somehow, confessing that would only make him more likely to refuse. Instead, she did the only thing she could think of to distract him.

Katherine moved closer, placed her hands on either side of his face and she kissed him.

It was nothing like the last time, when confusion (on her part) and panic (on his) had overridden all other thought. This time it meant something, it meant _everything_. Katherine could feel all the things they wanted to tell each other but weren't brave enough to say out loud, it was bittersweet in that sense – she could feel how much of a goodbye it was, as if both were preparing for the worst.

The urge to pull him closer, assure him that she'd be there later, was so strong Katherine almost gave in – but she couldn't. She couldn't tell him she'd be there, nor could he tell her the same, because they just didn't know if they would be.

Nick's hands rested gently on her waist, just a light touch that she simultaneously craved more of and was grateful for. It would make it easier to pull away, when she had to.

 _Not yet though_. Instead she allowed herself to revel in a few, precious extra seconds of his lips gently pressing against hers…

Katherine carefully moved her hands down to Nick's chest and pulled away slowly, for a short time all they did was take each other in – looking at each other like they'd just discovered something they'd never seen before.

Nick smiled sweetly at Katherine, the soft look in his eyes making her feel so unequivocally loved. She'd seen that look from him before - with his family - but she never thought she'd see it directed at her.

 _No one had ever looked at her quite like that before_.

Katherine smiled back as best she could, wanting them both to have a memory of that exact moment – that exact feeling of knowing you're loved by the person standing in front of you - before it shattered.

"I'm sorry."

Katherine had pushed Nick back into the hallway, hitting the electronic panel to lock the door from the inside, before he could even say a word.

The shock on his face through the small glass window was clear, the instant banging on the door was even clearer.

"Katherine! Come on you don't need to do this, let me in!" She didn't reply, just backed away from the door – hoping that would be answer enough.

"Aw, how beautifully tragic. I never thought I'd see Katherine Calvin put someone else first." Mary goaded from where she'd been silently observing on the floor, her mobility functions may not have recovered yet but she was certainly still unable to keep her mouth shut it seemed.

"Oh, so you aren't dead yet. What a shame." Katherine retaliated, ignoring Mary in favour of striding past her to the computer set-up at the back. The sounds of Nick's protests at her decision had – she noticed upon beginning to type on the keyboard – apparently stopped. Perhaps he'd finally listened to her and escaped.

 _Good._

Once Katherine had hacked her way into the system – suspiciously easily given Mary's propensity for infinitely complex cyber security, _maybe she really was losing her touch_ \- a quick search brought up the schematics and control panel for the implant.

 _Ah._ Mary hadn't gotten as sloppy as it'd appeared then.

 _This was going to be tricky._

* * *

Nick had begun frantically pacing in the corridor when he realised that nothing he could say would change Katherine's mind.

Every so often he would come to a stop at the window in the door – checking to see what was happening, how far Katherine was with disabling the implant. She obviously wasn't going to leave until she'd finished it, so Nick could only hope she managed it quickly.

Apparently, she had no such luck.

Minutes passed and Nick kept looking back, just managing to see Katherine at the far end of the room – furiously typing almost continuously it seemed. He knew she'd manage it though, the one thing he'd never doubted about her was her ability.

Katherine could do this, she _would_ do this.

The problem was that her unwavering concentration on the task in front of her meant that she didn't see the moment Mary began to stand. Nick was pacing again when he felt the implant begin to sting, as if it's deep grip in the flesh of his arm was changing. Whatever Katherine was doing was beginning to work, so quickly he strode back to the door.

Nick could see Mary talking – he assumed that some sort of conversation was being had – but he couldn't hear anything through the thick metal of the door. Slowly she was making her way to her feet, her mouth never stopped moving – continually talking as a way to stop Katherine from realising what was happening.

The moment Mary started to stumble forward Nick threw himself against the door, making as much noise as possible to alert Katherine to the danger behind her.

One final flourished tap on the keyboard and Katherine was turning around, the pressure on Nick's arm released entirely.

 _She'd done it._

Mary had the EMP out and trained unwaveringly on Katherine in a heartbeat, stopping her from leaving.

Katherine must have thought Nick's attempts to get her attention were about hurrying her up, because the jarringly fast pace at which she stopped moving seemed almost painful. She hadn't expected to turn around and see Mary with the upper hand once again.

Mary continued to stalk forward predatorially, but Katherine stayed exactly where she was – refusing to let Mary intimidate her even more. Movement in the corner of Nick's vision caught his eye.

The childbots were coming back online, convulsing sharply before regaining sentience. Katherine's eyes widened as, one by one, the childbots came to stand behind Mary – like a small army.

Nick didn't know what to do. He couldn't get in and there was no way he could see that Katherine could get out. They were completely stuck.

 _Think. Think! There was a way they could both get out of this alive, there had to be!_

The sudden, shrill ring of his phone made him jump. It was Eve.

Involuntarily Nick began pacing again as he answered his phone, worrying about what Eve so urgently needed to tell him. It couldn't be anything good.

"Eve, what is it? What's happening?"

"Michael Hoffman is here. He's setting up an EMP to blast the building, he's not going to risk letting Mary or the childbots get away again. You have to get Katherine out of there, if she's in there when-" Nick couldn't hear the rest of what Eve was saying, he couldn't think – he just rushed for the door in horror. He knew what would happen if Katherine was in the building when the EMP went off.

"Katherine!" He shouted desperately.

Her eyes met his in blind panic just as he heard it, Eve's harrowed tone resonating through the silent emptiness of the corridor…

"It's too late."

A second later Katherine was falling to the floor in agony as the lights shut down.

The electronic lock on the door automatically opened as the EMP tore through it and Nick was in the room as soon as it disengaged, racing through the darkened space to find Katherine amongst the fallen bodies of Mary and the childbots.

It wasn't difficult once he heard the choked-off cries of pain.

Mary must have installed an out-of-reach back-up power system for the building because a single, dim light brightened the room enough for Nick to see that he was standing beside Katherine – somehow in his confusion he'd stumbled around her so that now, as he crumbled down to the floor next to her, he was facing the door again.

All the nanobots in her system had been wiped out simultaneously - Nick couldn't imagine how much pain she must have been in – and yet she was still clinging on to life. So stubborn she even refused to die, that was Katherine through and through he thought fondly.

"Hey hey, it's okay. You'll be okay." Nick tried to reassure despite his own fear, he carefully scooped Katherine up so that she was laying in his arms rather than on the cold concrete floor. He could feel that she was physically shaking with the intensity of the pain, the coldness of her skin was almost numbing - her body was going into shock, soon it wouldn't be able to cope with the strain. Not without the nanobots.

"Don't be stupid Nick, my body's shutting down. Of course I won't be okay." Katherine's strained voice still had that condescending tone he'd become so accustomed to but she was smiling at her own bluntness; he couldn't help but laugh at her out of place attempt to be funny but it ended up sounding more like a sob deep in his chest - the weight of it causing Katherine to take on a more concerned expression.

"Listen to me – I haven't forgiven you for not listening to me before by the way, you should have left - but you've got this okay? Calimov… Your family… You'll work everything out. I know you will. I know _you_." Her voice was trembling with the effort to fight off the pain, yet still she tried to move her arm and reach for his hand. Even such a small movement was a struggle though, so Nick met her halfway - clasping his hand in hers as the other cradled the back of her head.

Her condition seemed to be deteriorating as Katherine cried out suddenly, trying to breathe through the pulse of pain - squeezing his hand hard until it passed. Nick could see the scars of burns starting to reform on her skin as the power of the nanobots fully faded, her arms becoming a mottled pattern of reddened marks.

 _She was going to die and there was nothing he could do._

So, Nick held Katherine close - making sure she knew she wasn't alone at the end.

"I'm sorry-" Katherine admitted with a quiet whimper that she tried to hide, he could tell the pain was starting to overwhelm her but she continued.

"-that this is the only thing you'll have to remember how much… I still care about you."

Tears pricked at Nick's eyes, everything hitting him at full force - he felt his throat tighten with the effort to stop from breaking down entirely. He wanted to interject – to tell her he knew – but Katherine wasn't finished. He could at least allow her control of her final moments.

"I know everything that happened back then… was my fault. But I never stopped caring about you, I just-" She took a longer pause this time, her entire body clenching in agony until she couldn't hold back a sorrowed outcry. Nick tried to gently pull her even closer in desperation, but she breathed in deeply and powered through.

"-I just wanted you to know that even when I seemed completely indifferent to you, or that I hated you, I was just angry. But it wasn't your fault we had different ambitions after university." All of that felt a world away to Nick now, it didn't matter anymore. None of it did.

"It's okay, I know now - that's all that counts. Come on Katherine, stay with me. Someone will find us soon, just hold on. _Please."_ Nick pleaded, stroking her hair to comfort her through the pain. It seemed he didn't need to however; Katherine's body became more pliable again, her muscles relaxing as if the pain had just faded away.

Her eyelids were starting to flutter, as if she was struggling to keep them open.

 _Oh God. This was it._

"Katherine! Katherine, don't close your eyes. Just keep looking at me okay?" Her eyes opened more certainly again, but he knew it couldn't last – she was only just holding on.

Slowly he felt her fingers intertwine with his – making sure she wouldn't let go when she inevitably fell into unconsciousness. She smiled warmly up at him, dislodging a few of the tears that had gathered in her eyes and causing them to drip onto his arm. _Exactly where the implant had been._

The last thing he heard was the sweetly quiet whisper of her voice.

"I love you too…"

* * *

Will had woken up just after the EMP had been activated, as soon as Eve had confirmed the building was safe to enter they both rushed in to find his dad and Katherine as quickly as possible. Part of him hoped they'd made it out, another part knew they couldn't have – that was the part he tried to push down.

It had taken them a long time to navigate the building, somehow it seemed to have regained energy – a backup generator offsite Eve had said - which meant that they weren't just fumbling around in the dark with no direction. Yet even with Eve's navigation capabilities, it still took a good ten minutes before they reached a room she assured him was the right place.

The sight that awaited them made Will's heart drop through the floor.

His dad was on the far side of the room, surrounded by the broken forms of Mary and the childbots - a fact for which Will allowed himself a brief sense of relief. But there was another body, one who shouldn't have been amongst the others.

Resting on his dad's lap was an unmoving Katherine, her hand clasped in his but completely listless beyond that. His head was bent down, as if he was unable to look away from the lifeless woman he cradled.

Will didn't want to think about how long his dad had been like that.

"Dad?" He asked quietly, alerting his father to their presence. He didn't look up, just took a shaky, tear-filled breath before replying.

Will had never heard his dad's voice so empty, so broken before.

"She's gone."

* * *

 _I'm sorry._

 _Despite that, I hope you enjoyed reading this! I really wanted to play with the ideas of Nick and Katherine protecting one another that 3x01 introduced, so naturally I had to stretch them to their fullest extent and put them in a situation like this. I also love the way they're portraying the relationship Katherine has to KT, so I wanted to mess around with that a little too - I just hope everything fit well together and the characterisations are okay._

 _Feel free to leave a comment, they're always appreciated! Thanks for reading!_


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